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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023

Or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-11239

HCA Healthcare, Inc.

(Exact name of registrant as specified in its charter)

Delaware27-3865930
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
One Park Plaza Nashville**,** Tennessee37203
(Address of principal executive offices)(Zip Code)

(615) 344-9551

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Voting common stock, $.01 par valueHCANew York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.

Class of Common StockOutstanding at October 23, 2023
Voting common stock, $.01 par value267,660,800 shares

HCA HEALTHCARE, INC.

Form 10-Q

September 30, 2023

Page of Form 10-Q
Part I.Financial Information
Item 1.Financial Statements (Unaudited):
Condensed Consolidated Income Statements — for the quarters and nine months ended September 30, 2023 and 20223
Condensed Consolidated Comprehensive Income Statements — for the quarters and nine months ended September 30, 2023 and 20224
Condensed Consolidated Balance Sheets — September 30, 2023 and December 31, 20225
Condensed Consolidated Statements of Stockholders’ Equity (Deficit) — for the quarters and nine months ended September 30, 2023 and 20226
Condensed Consolidated Statements of Cash Flows — for the nine months ended September 30, 2023 and 20227
Notes to Condensed Consolidated Financial Statements8
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations16
Item 3.Quantitative and Qualitative Disclosures About Market Risk28
Item 4.Controls and Procedures28
Part II.Other Information
Item 1.Legal Proceedings28
Item 1A.Risk Factors28
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds28
Item 5.OOther Information29
Item 6.Exhibits29
Signatures30

HCA HEALTHCARE, INC.

CONDENSED CONSOLIDATED INCOME STATEMENTS

FOR THE QUARTERS AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

Unaudited

(Dollars in millions, except per share amounts)

QuarterNine Months
2023202220232022
Revenues$16,213$14,971$47,665$44,736
Salaries and benefits7,5566,89921,91720,630
Supplies2,4172,3207,3186,942
Other operating expenses3,3792,8609,3168,305
Equity in (earnings) losses of affiliates**(**19)(10)6(29)
Depreciation and amortization7697492,2882,219
Interest expense4834461,4471,288
Losses (gains) on sales of facilities**(**2)31225
Losses on retirement of debt———78
14,58313,26742,30439,458
Income before income taxes1,6301,7045,3615,278
Provision for income taxes3553601,1311,090
Net income1,2751,3444,2304,188
Net income attributable to noncontrolling interests196210595626
Net income attributable to HCA Healthcare, Inc.$1,079$1,134$3,635$3,562
Per share data:
Basic earnings$3.98$3.97$13.26$12.13
Diluted earnings$3.91$3.91$13.07$11.97
Shares used in earnings per share calculations (in millions):
Basic271.173285.958274.171293.583
Diluted275.424289.852278.173297.702

The accompanying notes are an integral part of the condensed consolidated financial statements.

HCA HEALTHCARE, INC.

CONDENSED CONSOLIDATED COMPREHENSIVE INCOME STATEMENTS

FOR THE QUARTERS AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

Unaudited

(Dollars in millions)

QuarterNine Months
2023202220232022
Net income$1,275$1,344$4,230$4,188
Other comprehensive loss before taxes:
Foreign currency translation**(**35)(76)3(181)
Unrealized losses on available-for-sale securities**(**7)(16)**(**5)(58)
Losses included in other operating expenses———1
**(**7)(16)**(**5)(57)
Defined benefit plans————
Pension costs included in salaries and benefits1217
1217
Change in fair value of derivative financial instruments—1—6
Interest costs included in interest expense———4
—1—10
Other comprehensive loss before taxes**(**41)(89)**(**1)(221)
Income tax benefits related to other comprehensive loss items**(**6)(12)—(33)
Other comprehensive loss**(**35)(77)**(**1)(188)
Comprehensive income1,2401,2674,2294,000
Comprehensive income attributable to noncontrolling interests196210595626
Comprehensive income attributable to HCA Healthcare, Inc.$1,044$1,057$3,634$3,374

The accompanying notes are an integral part of the condensed consolidated financial statements.

HCA HEALTHCARE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

Unaudited

(Dollars in millions)

September 30, 2023December 31, 2022
ASSETS
Current assets:
Cash and cash equivalents$891$908
Accounts receivable9,1828,891
Inventories2,0302,068
Other2,1911,776
14,29413,643
Property and equipment, at cost57,77254,757
Accumulated depreciation**(**30,655)(29,182)
27,11725,575
Investments of insurance subsidiaries382381
Investments in and advances to affiliates739823
Goodwill and other intangible assets9,7789,653
Right-of-use operating lease assets2,0792,065
Other200298
$54,589$52,438
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable$4,139$4,239
Accrued salaries1,9121,712
Other accrued expenses3,8033,581
Long-term debt due within one year2,553370
12,4079,902
Long-term debt, less debt issuance costs and discounts of $341 and $30136,79337,714
Professional liability risks1,5901,528
Right-of-use operating lease obligations1,7761,752
Income taxes and other liabilities1,6661,615
Stockholders’ equity (deficit):
Common stock $0.01 par; authorized 1,800,000,000 shares; outstanding 268,967,300 shares — 2023 and 277,378,300 shares — 202233
Accumulated other comprehensive loss**(**491)(490)
Retained deficit**(**1,989)(2,280)
Stockholders’ deficit attributable to HCA Healthcare, Inc.**(**2,477)(2,767)
Noncontrolling interests2,8342,694
357(73)
$54,589$52,438

The accompanying notes are an integral part of the condensed consolidated financial statements.

HCA HEALTHCARE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE QUARTERS AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

Unaudited

(Dollars in millions)

Equity (Deficit) Attributable to HCA Healthcare, Inc.
CapitalAccumulatedEquity
Common Stockin ExcessOtherAttributable to
SharesParof ParComprehensiveRetainedNoncontrolling
(in millions)ValueValueLossDeficitInterestsTotal
Balances, December 31, 2021305.477$3$—$(404)$(532)$2,422$1,489
Comprehensive income (loss)(43)1,2731921,422
Repurchase of common stock(8.375)(2,101)(2,101)
Share-based benefit plans1.879(57)(57)
Cash dividends declared ($0.56 per share)(171)(171)
Distributions(171)(171)
Other(1)43
Balances, March 31, 2022298.9813—(447)(1,589)2,447414
Comprehensive income (loss)(68)1,1552241,311
Repurchase of common stock(12.230)(111)(2,571)(2,682)
Share-based benefit plans0.253118118
Cash dividends declared ($0.56 per share)(163)(163)
Distributions(162)(162)
Other(7)2922
Balances, June 30, 2022287.0043—(515)(3,168)2,538(1,142)
Comprehensive income (loss)(77)1,1342101,267
Repurchase of common stock(3.361)(113)(585)(698)
Share-based benefit plans0.261116116
Cash dividends declared ($0.56 per share)(162)(162)
Distributions(217)(217)
Other(3)6158
Balances, September 30, 2022283.9043—(592)(2,781)2,592(778)
Comprehensive income1022,0815652,748
Repurchase of common stock(6.781)(40)(1,479)(1,519)
Share-based benefit plans0.2554857105
Cash dividends declared ($0.56 per share)(159)(159)
Distributions(475)(475)
Other(8)1125
Balances, December 31, 2022277.3783—(490)(2,280)2,694(73)
Comprehensive income201,3631801,563
Repurchase of common stock(3.340)(849)(849)
Share-based benefit plans1.902(87)(87)
Cash dividends declared ($0.60 per share)(168)(168)
Distributions(187)(187)
Other(7)4033
Balances, March 31, 2023275.9403—(470)(2,028)2,727232
Comprehensive income141,1932191,426
Repurchase of common stock(3.311)(924)(924)
Share-based benefit plans0.3037272
Cash dividends declared ($0.60 per share)(165)(165)
Distributions(155)(155)
Other2(27)(25)
Balances, June 30, 2023272.9323—(456)(1,850)2,764461
Comprehensive income (loss)**(**35)1,0791961,240
Repurchase of common stock**(**4.167)**(**86)**(**1,065)**(**1,151)
Share-based benefit plans0.2028615101
Cash dividends declared ($0.60 per share)**(**164)**(**164)
Distributions**(**155)**(**155)
Other**(**4)2925
Balances, September 30, 2023268.967$3$—$**(**491)$**(**1,989)$2,834$357

The accompanying notes are an integral part of the condensed consolidated financial statements.

HCA HEALTHCARE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

Unaudited

(Dollars in millions)

20232022
Cash flows from operating activities:
Net income$4,230$4,188
Adjustments to reconcile net income to net cash provided by operating activities:
Increase (decrease) in cash from operating assets and liabilities:
Accounts receivable**(**168)(487)
Inventories and other assets**(**274)53
Accounts payable and accrued expenses211(644)
Depreciation and amortization2,2882,219
Income taxes61159
Losses on sales of facilities1225
Losses on retirement of debt—78
Amortization of debt issuance costs and discounts2622
Share-based compensation205258
Other166124
Net cash provided by operating activities6,7575,995
Cash flows from investing activities:
Purchase of property and equipment**(**3,585)(3,072)
Acquisition of hospitals and health care entities**(**281)(176)
Sales of hospitals and health care entities183652
Change in investments**(**30)10
Other**(**7)(10)
Net cash used in investing activities**(**3,720)(2,596)
Cash flows from financing activities:
Issuance of long-term debt3,2205,976
Net change in revolving credit facilities**(**1,420)(230)
Repayment of long-term debt**(**691)(2,774)
Distributions to noncontrolling interests**(**497)(550)
Payment of debt issuance costs**(**31)(53)
Payment of dividends**(**501)(497)
Repurchase of common stock**(**2,901)(5,481)
Other**(**234)(209)
Net cash used in financing activities**(**3,055)(3,818)
Effect of exchange rate changes on cash and cash equivalents1(33)
Change in cash and cash equivalents**(**17)(452)
Cash and cash equivalents at beginning of period9081,451
Cash and cash equivalents at end of period$891$999
Interest payments$1,460$1,329
Income tax payments, net$1,070$931

The accompanying notes are an integral part of the condensed consolidated financial statements.

HCA HEALTHCARE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — BASIS OF PR****ESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Reporting Entity

HCA Healthcare, Inc. is a holding company whose affiliates own and operate hospitals and related health care entities. The term “affiliates” includes direct and indirect subsidiaries of HCA Healthcare, Inc. and partnerships and joint ventures in which such subsidiaries are partners. At September 30, 2023, these affiliates owned and operated 183 hospitals, 126 freestanding surgery centers, 22 freestanding endoscopy centers and provided extensive outpatient and ancillary services. HCA Healthcare, Inc.’s facilities are located in 20 states and England. The terms “Company,” “HCA,” “we,” “our” or “us,” as used herein and unless otherwise stated or indicated by context, refer to HCA Healthcare, Inc. and its affiliates. The terms “facilities” or “hospitals” refer to entities owned and operated by affiliates of HCA and the term “employees” refers to employees of affiliates of HCA.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete consolidated financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and are of a normal and recurring nature.

The majority of our expenses are “costs of revenues” items. Costs that could be classified as general and administrative would include our corporate office costs, which were $80 million and $74 million for the quarters ended September 30, 2023 and 2022, respectively, and $227 million and $228 million for the nine months ended September 30, 2023 and 2022, respectively. Operating results for the quarter and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. For further information, refer to the consolidated financial statements and footnotes thereto included in our annual report on Form 10-K for the year ended December 31, 2022.

Revenues

Our revenues generally relate to contracts with patients in which our performance obligations are to provide health care services to the patients. Revenues are recorded during the period our obligations to provide health care services are satisfied. Our performance obligations for inpatient services are generally satisfied over periods that average approximately five days, and revenues are recognized based on charges incurred in relation to total expected charges. Our performance obligations for outpatient services are generally satisfied over a period of less than one day. The contractual relationships with patients, in most cases, also involve a third-party payer (Medicare, Medicaid, managed care health plans and commercial insurance companies, including plans offered through the health insurance exchanges), and the transaction prices for the services provided are dependent upon the terms provided by (Medicare and Medicaid) or negotiated with (managed care health plans and commercial insurance companies) the third-party payers. The payment arrangements with third-party payers for the services we provide to the related patients typically specify payments at amounts less than our standard charges. Medicare generally pays for inpatient and outpatient services at prospectively determined rates based on clinical, diagnostic and other factors. Services provided to patients having Medicaid coverage are generally paid at prospectively determined rates per discharge, per identified service or per covered member. Agreements with commercial insurance carriers, managed care and preferred provider organizations generally provide for payments based upon predetermined rates per diagnosis, per diem rates or discounted fee-for-service rates. Management continually reviews the contractual estimation process to consider and incorporate updates to laws and regulations and the frequent changes in managed care contractual terms resulting from contract renegotiations and renewals.

HCA HEALTHCARE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 1 — BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

Revenues (continued)

Our revenues are based upon the estimated amounts we expect to be entitled to receive from patients and third-party payers. Estimates of contractual adjustments under managed care and commercial insurance plans are based upon the payment terms specified in the related contractual agreements. Revenues related to uninsured patients and uninsured copayment and deductible amounts for patients who have health care coverage may have discounts applied (uninsured and other discounts). We also record estimated implicit price concessions (based primarily on historical collection experience) related to uninsured accounts to record these revenues at the estimated amounts we expect to collect. Patients treated at our hospitals for non-elective care, who have income at or below 400% of the federal poverty level, are eligible for charity care. Because we do not pursue collection of amounts determined to qualify as charity care, they are not reported in revenues. Our revenues by primary third-party payer classification and other (including uninsured patients) for the quarters and nine months ended September 30, 2023 and 2022 are summarized in the following table (dollars in millions):

Quarter
2023Ratio2022Ratio
Medicare$2,56015.8%$2,56917.2%
Managed Medicare2,53515.62,22914.9
Medicaid1,0016.27975.3
Managed Medicaid1,0396.49396.3
Managed care and insurers7,68747.47,18447.9
International (managed care and insurers)3752.33112.1
Other1,0166.39426.3
Revenues$16,213100.0%$14,971100.0%
Nine Months
2023Ratio2022Ratio
Medicare$7,86516.5%$7,79017.4%
Managed Medicare7,63516.06,81315.2
Medicaid2,4785.21,9874.4
Managed Medicaid2,8466.03,0036.7
Managed care and insurers23,14048.521,48048.1
International (managed care and insurers)1,1272.49922.2
Other2,5745.42,6716.0
Revenues$47,665100.0%$44,736100.0%

To quantify the total impact of the trends related to uninsured patient accounts, we believe it is beneficial to view total uncompensated care, which is comprised of charity care, uninsured discounts and implicit price concessions. A summary of the estimated cost of total uncompensated care for the quarters and nine months ended September 30, 2023 and 2022 follows (dollars in millions):

QuarterNine Months
2023202220232022
Patient care costs (salaries and benefits, supplies, other operating expenses and depreciation and amortization)$14,121$12,828$40,839$38,096
Cost-to-charges ratio (patient care costs as percentage of gross patient charges)10.9%11.2%10.6%11.2%
Total uncompensated care$9,042$8,050$25,516$23,512
Multiply by the cost-to-charges ratio10.9%11.2%10.6%11.2%
Estimated cost of total uncompensated care$975$901$2,705$2,633

HCA HEALTHCARE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 1 — BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

Revenues (continued)

The total uncompensated care amounts include charity care of $3.531 billion and $3.206 billion, respectively, and the related estimated costs of charity care were $382 million and $359 million, respectively, for the quarters ended September 30, 2023 and 2022. The total uncompensated care amounts include charity care of $10.684 billion and $10.281 billion, respectively, and the related estimated costs of charity care were $1.133 billion and $1.151 billion, respectively, for the nine months ended September 30, 2023 and 2022.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation.

NOTE 2 — ACQUISITIONS AND DISPOSITIONS

During the nine months ended September 30, 2023, we paid $83 million to acquire a hospital facility in Texas. During the nine months ended September 30, 2023 and 2022, we paid $198 million and $176 million, respectively, to acquire nonhospital health care entities. Purchase price amounts have been allocated to the related assets acquired and liabilities assumed based upon their respective fair values.

During the nine months ended September 30, 2023, we received proceeds of $162 million for the sale of two hospital facilities in Louisiana. During the nine months ended September 30, 2023 and 2022, we received proceeds of $21 million and $38 million, respectively, related to sales of real estate and other health care entity investments. We recognized pretax losses of $12 million and $25 million, respectively, for these transactions. We also received net proceeds of $614 million on September 30, 2022 related to the sale of a controlling interest in a subsidiary of our group purchasing organization, which was effective October 1, 2022.

NOTE 3 — INCOME TAXES

Our provisions for income taxes for the quarters ended September 30, 2023 and 2022 were $355 million and $360 million, respectively, and the effective tax rates were 24.8% and 24.1%, respectively. Our provisions for income taxes for the nine months ended September 30, 2023 and 2022 were $1.131 billion and $1.090 billion, respectively, and the effective tax rates were 23.7% and 23.4%, respectively. Our provisions for income taxes included tax benefits related to settlements of employee equity awards of $89 million and $70 million for the nine months ended September 30, 2023 and 2022, respectively.

Our gross unrecognized tax benefits were $653 million, excluding accrued interest of $168 million, as of September 30, 2023 ($639 million and $129 million, respectively, as of December 31, 2022). Unrecognized tax benefits of $326 million ($278 million as of December 31, 2022) would affect the effective rate, if recognized.

At September 30, 2023, the Internal Revenue Service was conducting examinations of the Company’s 2016, 2017 and 2018 federal income tax returns and the 2019 returns of certain affiliates. We are also subject to examination by state, local and foreign taxing authorities. Depending on the resolution of any tax disputes, the completion of examinations by taxing authorities, or the expiration of statutes of limitation for specific taxing jurisdictions, we believe it is reasonably possible that our liability for unrecognized tax benefits may significantly increase or decrease within the next 12 months. However, we are currently unable to estimate the range of any possible change.

NOTE 4 — EARNINGS PER SHARE

We compute basic earnings per share using the weighted average number of common shares outstanding. We compute diluted earnings per share using the weighted average number of common shares outstanding, plus the dilutive effect of outstanding equity awards, computed using the treasury stock method.

HCA HEALTHCARE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 4 — EARNINGS PER SHARE (continued)

The following table sets forth the computation of basic and diluted earnings per share for the quarters and nine months ended September 30, 2023 and 2022 (dollars and shares in millions, except per share amounts):

QuarterNine Months
2023202220232022
Net income attributable to HCA Healthcare, Inc.$1,079$1,134$3,635$3,562
Weighted average common shares outstanding271.173285.958274.171293.583
Effect of dilutive incremental shares4.2513.8944.0024.119
Shares used for diluted earnings per share275.424289.852278.173297.702
Earnings per share:
Basic earnings$3.98$3.97$13.26$12.13
Diluted earnings$3.91$3.91$13.07$11.97

NOTE 5 — INVESTMENTS OF INSURANCE SUBSIDIARIES

A summary of our insurance subsidiaries’ investments at September 30, 2023 and December 31, 2022 follows (dollars in millions):

September 30, 2023
Unrealized Amounts
Amortized CostGainsLossesFair Value
Debt securities$404$—$**(**43)$361
Money market funds and other124——124
$528$—$**(**43)485
Amounts classified as current assets**(**103)
Investment carrying value$382
December 31, 2022
Unrealized Amounts
Amortized CostGainsLossesFair Value
Debt securities$415$—$(38)$377
Money market funds and other96——96
$511$—$(38)473
Amounts classified as current assets(92)
Investment carrying value$381

At September 30, 2023 and December 31, 2022, the investments in debt securities of our insurance subsidiaries were classified as “available-for-sale.” Changes in unrealized gains and losses that are not credit-related are recorded as adjustments to other comprehensive income (loss).

HCA HEALTHCARE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 5 — INVESTMENTS OF INSURANCE SUBSIDIARIES (continued)

Scheduled maturities of investments in debt securities at September 30, 2023 were as follows (dollars in millions):

Amortized CostFair Value
Due in one year or less$13$13
Due after one year through five years148139
Due after five years through ten years165140
Due after ten years7869
$404$361

The average expected maturity of the investments in debt securities at September 30, 2023 was 5.2 years, compared to the average scheduled maturity of 8.7 years. Expected and scheduled maturities may differ because the issuers of certain securities have the right to call, prepay or otherwise redeem such obligations prior to their scheduled maturity date.

NOTE 6 — ASSETS AND LIABILITIES MEASURED AT FAIR VALUE

Accounting Standards Codification 820, Fair Value Measurements and Disclosures (“ASC 820”), emphasizes fair value is a market-based measurement, and fair value measurements should be determined based on the assumptions market participants would use in pricing assets or liabilities. ASC 820 utilizes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).

Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity.

The investments of our insurance subsidiaries are generally classified within Level 1 or Level 2 of the fair value hierarchy because they are valued using quoted market prices, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency.

The following tables summarize our assets measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022, aggregated by the level in the fair value hierarchy within which those measurements fall (dollars in millions):

September 30, 2023
Fair Value Measurements Using
Fair ValueQuoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)
Investments of insurance subsidiaries:
Debt securities$361$—$361$—
Money market funds and other124124——
Investments of insurance subsidiaries485124361—
Less amounts classified as current assets**(**103)**(**103)——
$382$21$361$—

HCA HEALTHCARE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 6 — ASSETS AND LIABILITIES MEASURED AT FAIR VALUE (continued)

December 31, 2022
Fair Value Measurements Using
Fair ValueQuoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)
Investments of insurance subsidiaries:
Debt securities$377$—$377$—
Money market funds and other9696——
Investments of insurance subsidiaries47396377—
Less amounts classified as current assets(92)(92)——
$381$4$377$—

The estimated fair value of our long-term debt was $36.120 billion and $35.555 billion at September 30, 2023 and December 31, 2022, respectively, compared to carrying amounts, excluding debt issuance costs and discounts, aggregating $39.687 billion and $38.385 billion, respectively. The estimates of fair value are generally based on Level 2 inputs, including quoted market prices or quoted market prices for similar issues of long-term debt with the same maturities.

NOTE 7 — LONG-TERM DEBT

A summary of long-term debt at September 30, 2023 and December 31, 2022, including related interest rates at September 30, 2023, follows (dollars in millions):

September 30, 2023December 31, 2022
Senior secured asset-based revolving credit facility (effective interest rate of 6.7%)$1,480$2,900
Senior secured revolving credit facility——
Senior secured term loan facilities (effective interest rate of 6.8%)1,3311,880
Other senior secured debt (effective interest rate of 4.0%)974953
Senior secured debt3,7855,733
Senior unsecured notes (effective interest rate of 5.0%)35,90232,652
Debt issuance costs and discounts**(**341)(301)
Total debt (average life of 9.6 years, rates averaging 5.1%)39,34638,084
Less amounts due within one year2,553370
$36,793$37,714

During January 2023, the availability under our senior secured revolving credit facility was increased by $1.500 billion to total $3.500 billion, the senior secured term loan B facility was fully retired and certain administrative updates were made to our credit agreements.

During May 2023, we issued $3.250 billion aggregate principal amount of senior notes comprised of (i) $1.000 billion aggregate principal amount of 5.200% senior notes due 2028, (ii) $1.250 billion aggregate principal amount of 5.500% senior notes due 2033 and (iii) $1.000 billion aggregate principal amount of 5.900% senior notes due 2053. We used the net proceeds to repay borrowings under our asset-based revolving credit facility.

HCA HEALTHCARE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 8 — CONTINGENCIES

We operate in a highly regulated and litigious industry. As a result, various lawsuits, claims and legal and regulatory proceedings have been and can be expected to be instituted or asserted against us. We are also subject to claims and suits arising in the ordinary course of business, including claims for personal injuries or wrongful restriction of, or interference with, physicians’ staff privileges. In certain of these actions the claimants may seek punitive damages against us which may not be covered by insurance. We are also subject to claims by various taxing authorities for additional taxes and related interest and penalties. The resolution of any such lawsuits, claims or legal and regulatory proceedings could have a material, adverse effect on our results of operations, financial position or liquidity.

Health care companies are routinely subject to investigations by various governmental agencies. Under the federal False Claims Act (“FCA”), private parties have the right to bring qui tam, or “whistleblower,” suits against companies that submit false claims for payments to, or improperly retain overpayments from, the government. Some states have adopted similar state whistleblower and false claims provisions. Certain of our individual facilities have received, and from time to time, other facilities may receive, government inquiries from, and may be subject to investigation by, federal and state agencies. Depending on whether the underlying conduct in these or future inquiries or investigations could be considered systemic, their resolution could have a material, adverse effect on our results of operations, financial position or liquidity.

Texas operates a state Medicaid program pursuant to a waiver from the Centers for Medicare & Medicaid Services under Section 1115 of the Social Security Act (the “Program”). The Program includes uncompensated-care pools; payments from these pools are intended to defray the uncompensated costs of services provided by our and other hospitals to Medicaid eligible or uninsured individuals. Separately, we and other hospitals provide charity care services in several communities in the state. In 2018, the Civil Division of the U.S. Department of Justice and the U.S. Attorney’s Office for the Southern District of Texas requested information about whether the Program, as operated in Harris County, complied with the laws and regulations applicable to provider related donations, and the Company cooperated with that request. On May 21, 2019, a qui tam lawsuit asserting violations of the FCA and the Texas Medicaid Fraud Prevention Act related to the Program, as operated in Harris County, was unsealed by the U.S. District Court for the Southern District of Texas. Both the federal and state governments declined to intervene in the qui tam lawsuit. The Company believes that our participation is and has been consistent with the requirements of the Program and is vigorously defending against the lawsuit being pursued by the relator. We cannot predict what effect, if any, the qui tam lawsuit could have on the Company.

NOTE 9 — SHARE REPURCHASE TRANSACTIONS AND ACCUMULATED OTHER COMPREHENSIVE LOSS

During January 2023 and 2022, our Board of Directors authorized share repurchase programs for up to $3 billion and $8 billion, respectively, of our outstanding common stock. During the nine months ended September 30, 2023, we repurchased 10.818 million shares of our common stock at an average price of $268.18 per share through market purchases pursuant to the January 2022 authorization (which was completed during the second quarter of 2023) and the January 2023 authorization. At September 30, 2023, we had $1.685 billion of repurchase authorization available under the January 2023 authorization.

The components of accumulated other comprehensive loss are as follows (dollars in millions):

Unrealized Losses on Available- for-Sale SecuritiesForeign Currency Translation AdjustmentsDefined Benefit PlansTotal
Balances at December 31, 2022$(30)$(373)$(87)$(490)
Unrealized losses on available-for-sale securities, net of $1 income tax benefit(4)(4)
Foreign currency translation adjustments, net of $1 of income taxes22
Expense reclassified into operations from other comprehensive loss11
Balances at September 30, 2023$(34)$(371)$(86)$(491)

HCA HEALTHCARE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 10 — SEGMENT AND GEOGRAPHIC INFORMATION

Effective January 1, 2023, we reorganized our operations from two geographically organized groups into three geographically organized groups: the National, American and Atlantic Groups. The National Group includes 57 hospitals located in Alaska, California, Idaho, Indiana, Kentucky, Nevada, New Hampshire, North Carolina, Tennessee, Utah and Virginia, the American Group includes 57 hospitals located in Colorado, central Kansas, Louisiana and Texas, and the Atlantic Group includes 62 hospitals located in Florida, Georgia, northern Kansas, Missouri and South Carolina. The seven hospitals we operate in England remain in the Corporate and other group. Prior periods presented have been restated according to the new organizational structure.

Adjusted segment EBITDA is defined as income before depreciation and amortization, interest expense, gains and losses on sales of facilities, losses on retirement of debt, income taxes and net income attributable to noncontrolling interests. We use adjusted segment EBITDA as an analytical indicator for purposes of allocating resources to geographic areas and assessing their performance. Adjusted segment EBITDA is commonly used as an analytical indicator within the health care industry and also serves as a measure of leverage capacity and debt service ability. Adjusted segment EBITDA should not be considered as a measure of financial performance under generally accepted accounting principles, and the items excluded from adjusted segment EBITDA are significant components in understanding and assessing financial performance. Because adjusted segment EBITDA is not a measurement determined in accordance with generally accepted accounting principles and is thus susceptible to varying calculations, adjusted segment EBITDA, as presented, may not be comparable to other similarly titled measures of other companies. The geographic distributions of our revenues, equity in earnings of affiliates, adjusted segment EBITDA and depreciation and amortization for the quarters and nine months ended September 30, 2023 and 2022 are summarized in the following table (dollars in millions):

QuarterNine Months
2023202220232022
Revenues:
National Group$4,352$4,092$13,340$12,382
Atlantic Group5,4704,95115,61714,337
American Group5,4915,11716,22615,528
Corporate and other9008112,4822,489
$16,213$14,971$47,665$44,736
Equity in (earnings) losses of affiliates:
National Group$—$—$**(**2)$(1)
Atlantic Group—(1)**(**2)(2)
American Group**(**13)(13)**(**35)(31)
Corporate and other**(**6)4455
$**(**19)$(10)$6$(29)
Adjusted segment EBITDA:
National Group$799$780$2,826$2,602
Atlantic Group1,1581,0143,2192,833
American Group1,2101,1783,6623,832
Corporate and other**(**287)(70)**(**599)(379)
$2,880$2,902$9,108$8,888
Depreciation and amortization:
National Group$206$207$621$598
Atlantic Group249231735686
American Group244236719701
Corporate and other7075213234
$769$749$2,288$2,219
Adjusted segment EBITDA$2,880$2,902$9,108$8,888
Depreciation and amortization7697492,2882,219
Interest expense4834461,4471,288
Losses (gains) on sales of facilities**(**2)31225
Losses on retirement of debt———78
Income before income taxes$1,630$1,704$5,361$5,278

Next: Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF